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PROFESSIONAL SERVICES AGREEMENT BETWEEN CITY OF MOSCOW, IDAHO AND STRATEGIC INTELLIGENCE, INC. This Professional Services Agreement (hereinafter referred to as "AGREEMENT") is made and entered into this day of Nov/.PI.bt( 2001 by and between City of Moscow, Idaho, a municipal corporation of the State ofldaho, whose address is 206 East 3'd Street, Moscow, Idaho, 83843, (hereinafter referred to as "CITY") and Strategic Intelligence, Inc., a corporation of the State of Idaho, whose address is 3956 E. Aspen Hill, Boise, Idaho 83706, (hereinafter referred to as "CONSULTANT"). NOW, THEREFORE, in consideration of the premises and the mutual promises of the parties hereinafter contained, the parties hereto mutually agree as follows: The work covered by this AGREEMENT is for the following project: PROJECT NAME: ORGANIZATION: Public Transportation Opinion Survey and Economic Feasibility City ofMoscow, Idaho PROJECT NO.: 2001-412 I. SUBCONSULTANTS CITY approves CONSULTANT'S utilization of the following Subconsultants: CONSULTANT shall have sole responsibility for the management, direction, and control of each Subconsultant and shall be responsible and liable to CITY for the satisfactory performance and quality of work performed by Subconsultants under the terms and conditions of this AGREEMENT. CONSULT ANT shall include all the applicable terms and conditions of this AGREEMENT in each Subconsultant Agreement between CONSULTANT and Subconsultant, and provide CITY with a copy of each Subconsultant Agreement prior to the Subconsultant beginning work. No other Subconsultant shall be used by CONSULTANT without prior written consent by CITY. II. AGREEMENT ADMINISTRATION This AGREEMENT shall be administered by CITY by and through its Community Development Director or designee. The Agreement Administrator will administer this AGREEMENT for performance and payment and will decide all questions which may arise as to quality and acceptability of the work, rate of progress, definition of work to be performed completion of milestones, and acceptable fulfillment of this AGREEMENT. CONSULT ANT shall address all correspondence, make all requests, and deliver all documents to the Agreement PROFESSIONAL SERVICES AGREEMENT STRATEGIC INTELLIGENCE, INC. Page I of3 2001-66 ---PAGE BREAK--- Administrator. The Agreement Administrator shall be responsible for the timely coordination of all reviews performed by CITY or its representatives. III. DUTIES AND RESPONSIBll.HIES OF CONSULT ANT DESCRIPTION OF WORK CONSULT ANT shall provide professional services as outlined in the attachment( s) and as further described herein. The following attachments are made a part of this Agreement: a. Attachment No.1. Attachment No. 1 is the Proposed Plan of Work which includes only pages one through ten (1 -10) of Proposed Plan of Work and includes Table of Contents; Introduction; Scope of Work & Methodology; Work Cost Estimate; Timeline; Qualification & Experience and Addendum to proposed plan of work. It does not contain Confidentiality Agreement or Contract Agreement from CONSULTANT'S Proposed Plan ofWork. b. Attachment No. 2. Specifications which AGREEMENT. Attachment No. 2 is the Consultant Agreement are generic to all agreements related to this In the case of discrepancy, this AGREEMENT shall have precedence over Attachment No. 1, and Attachment No. 1 shall have precedence over Attachment No. 2. IV. DUTIES AND RESPONSIBil-ITIES OF CITY CITY shall provide to CONSULTANT, upon request, copies of any records or data on hand which are pertinent to the work under this AGREEMENT. V. TIME AND NOTICE TO PROCEED CONSULTANT shall start work under this AGREEMENT no later than ten (10) calendar days from the receipt of the written NOTICE TO PROCEED. CONSULT ANT shall complete all the dates for the project as outlined in Attachment No. 1, page 8. VI. BASIS OF PAYMENT The basis of payment for this AGREEMENT is an amount not to exceed Thirty Thousand and No/IOOths Dollars ($30,000.00) and is payable as set forth in Attachment No. 1, page 7. PROFESSIONAL SERVICES AGREEMENT STRATEGIC INTELLIGENCE, INC. Page 2 of3 ---PAGE BREAK--- VIII. CONFIDENTIALITY Without exception, materials and information produced through project work of CONSULT ANT for CITY are confidential property. Any information shared by CITY with CONSULTANT, and identified as confidential by CITY, is confidential property. Confidential property will not be disclosed to any third party unless required by law. Without exception, all proposals provided to CITY by CONSULT ANT are confidential, proprietary, intellectual property of CONSULT ANT and shall not be shared with an organization outside CITY unless required by law. All other work product provided to CITY by CONSULT ANT becomes the property of CITY upon payment in full to CONSULTANT unless otherwise agreed by both parties or unless required by law. IN WITNESS WHEREOF, the Parties hereto have set their hands on the day and year in this AGREEMENT first written above. By: STATE OF IDAHO. Agreement\ProfessionalServices-Strategiclntelligence\pm PROFESSIONAL SERVICES AGREEMENT STRATEGIC INTELLIGENCE, INC. Page 3 of3 ---PAGE BREAK--- ATTACHMENT NO. 1 IQ STRATEGIC Marketing, Behavioral, and Public Opinion Research Solutions Proposed Plan of Work PROJECT TITLE: Public Transportation Feasibility Study ORGANIZATION: City of Moscow PROJECT NUMBER: 2001-412 INITIATION DATE: October 15, 2001 COMPLETION DATE: March 15, 2001 TODAY'S DATE: Monday, October 01, 2001 CLIENT CONTACT: Dale Pernula, Community Development Director ADDRESS: City of Moscow P.O. Box 9203 Moscow ID 83843 VOICE: [PHONE REDACTED] FAX: E-MAIL: [EMAIL REDACTED] ---PAGE BREAK--- Confidential ***Proprietary Trode Secrets Included Table of Contents Table of Contents i Introduction 1 Scope of Work & Methodology 1 TASK One 1 TASK Two 4 TASK Three 5 TASKs Four and Five I Deliverables 6 Work Cost Estimates 7 Conditions of the Cost Estimates 7 Terms ? Timeline 8 Qualifications & Experience 9 Confidentiality Agreement 11 Contract Agreement 12 IQ Monday, OctoberOl. 2001 4!2Prop02(vj') ---PAGE BREAK--- Confidential*** Proprietary Trade Secrets Included Introduction The City of Moscow wishes to determine the economic feasibility of establishing a fixed-route public transportation system in the City. A primary goal of establishing a fixed-route public transportation system is to reduce the number of single occupancy vehicles, which will help • improve air quality, • reduce the growing need for additional parking surfaces and structures, • reduce the growth in traffic congestion and the resultant need for expanded roadways within the City of Moscow. Scope of Work & Methodology This section outlines the three work tasks identified in the RFP, and explicates procedures we will follow to complete those tasks. TASK One 1. "Conduct a qualitative and quantitative public opinion assessment establishing the statistical basis for decision-making as it relates to public desires for a fixed-route system." Strategic Intelligence suggests a two-phase public-input process. a. Phase 1: Public meeting, professionally facilitated by Dr. V.J. Steffen, in which citizens give input about potential and preferred routes, timing frequency, pricing, political support and barriers, as well as potential partners in the endeavor. The facilitator will make clear that the meeting's purpose is fact-finding and exploratory, and that further, scientific inquiry will follow before any decisions about implementation are made. This phase will represent part of the City's "public outreach process, conducted by the Moscow Transportation Commission and supported by the City Staff. • Moscow City I Moscow Transportation Commission Input: The Moscow Transportation Commission (MTC) and Moscow City Staff (MCS) will host the meeting, provide an appropriate facility, and publicize the meeting by placing appropriate public announcements in local newspapers, broadcast media, bus stops and buses, etc. The official stakeholders ITO, MCS, MTC, and others) will assist in developing the public meeting agenda and discussion outline in order to ensure that the meeting participants review and comment on routes that official stakeholders deem most likely and potentially feasible. Strategic Intelligence will produce the agenda and discussion outline, assist in identifying the promotional message, timing, and publicity outlets 1• 1 The budget permits only one such meeting, although 2-3 would be highly desirable. It might be appropriate for Ul to sponsor 1-2 such professionaly facilitated. public meetings designed to attract students and employees. In order to solicit their Input. Strategic Intelligence would be happy to e>q>lore this posoibifity, with the approval and .-noe from the Client. IQ Monday, Oc!OOeatment Richardson Labs Healthwisc St Alphonsus R ofldahn, Buteau ofHealth Promotion D&B Supply Idaho Lottery Girl Scou1s ofthn Silver Sage Conncil ES/Drake ldahn Department Potlali:h Corporation Steele & Associates Boise State Unive!>ity ldahn Forest Products Commission Boise Metro Chamber of Commerce Farm ButeaU Mutua! Insurance Company ofldaho IQ Monday, OctOOec 0 l, 200 l 412Prop02(vjs) 9 ---PAGE BREAK--- W. DAVID EBERLE CONSULTING, INC Ph.D. Public Policy Economics/M.A. Regulatory Economics 760 Harcourt Road 0 Boise, Idaho 83702 0 (208) 383-9625 0 Fax (208) 383-9625 INTRODUCTION W. David Eberle Consulting, Inc. was incorporated in January of 1998. Prior to starting his own finn David Eberle has worked and taught in the field of economics since 1978. His work experience includes both business and academic postings providing a strong foundation for helping clients meet their goals. ECONOMIC ANALYSIS -Transportation W. David Eberle Consulting Inc. has performed a number of different types of economic analysis for its clients within the transportation sector. The client base includes municipal, engineering and planning organizations related transportation. David Eberle is able to utilize the appropriate methodology to organize data into meaningful information to aid the client=s decision making process. CLIENTS SERVED City of Meridian Community Planning Association EarthTech Engineers Treasure Valley Futures Group PROJECT EXAMPLES I. Travel Demand Management (TDM) review and applicability for area served by client. This study analyzed and quantified the potential benefits of implementing different TDM programs. 2. Socio-economic analysis of the potential impact of new urbanist design plans for revitalizing older neighborhoods, developing greenfields and city centers. One of the criteria that was evaluated was whether or not the designs would reduce the Vehicle Miles Traveled (VMT) . 3. Revenue and expense forecast for eleven county highway districts. As part of this study the potential federal, state and local revenue sources available. 4.An economic impact model for one-way as compared to two-way road designs. The report was used to help Ada County Highway District and the City of Meridian determine the most appropriate road design for the urban core. 5. An economic fiscal analysis for estimating the financial consequences on a private golf course from widening an adjacent road that would encroach upon the existing fairways. PUBLICATIONS Eberle, W.D., 2000, A King of the Road: Economic Consequences of Road Design, The Western Planner, Casper, WY. Vol. 21 No.8 December, 2000. Pp.6-9. 10 ---PAGE BREAK--- STRATEGIC INTEL tGENCE MEMO Page 1 of3 TO: FROM: DATE: RE: Dale Pemula, City of Moscow Valerie Steffen, Ph.D., President Thursday, October 11, 2001 Addendum to Proposed Plan of Work This addendum to the Proposed Plan of Work of October 1, 2001 responds to discussions with Dale Pemula, Dave Couch, and Ken Helm, and to written comments from Mark Cook. 1. Strategic Intelligence will work with Moscow's City contract personnel and those from the Idaho Transportation Department to accommodate City and Department payment schedule and requirements, without altering the amount of the proposed contract. 2. Task 1: Concerning the sampling of Moscow residents in the telephone survey, Strategic Intelligence is flexible concerning the exact proportions of University employees versus others who are interviewed. One reasonable alternative to the proposed stratified proportions would be a random sample ofMoscow residents. The decision about the sampling frame will be made in collaboration with City stakeholders, based on the specific survey objectives and target market. 3. Task 1: Strategic Intelligence will advise and support the City of Moscow in conducting public outreach concerning the public transportation issue. We agree that a "station" format will provide a terrific forum for efficient collection of public opinion. 4. Task 2: Regarding Elasticity Studies- Elasticity studies are used to determine the price responsiveness of people as it affects ridership. Using elasticity studies, we can estimate the potential increase versus decrease in ridership based on fare. There are three basic elasticities to consider. a. Demand elasticity: By lowering the bus fare one is able to attract new riders. The demand elasticity will determine if increasing ridership will increase or decrease revenues. b. Cross Elasticity: The price of alternatives to riding the bus must be considered. If it is perceived to be less expensive to ride the bus than drive (in terms of time and money) then people will increase ridership. c. Income elasticity: Finally, there is the relationship between income and bus fare. As incomes rise, people switch from less convenient to more convenient means of transportation. Elasticity studies in other communities have established most of these relationships. Studies appropriate for understanding Moscow they will be utilized to determine fare and ridership relationships. This in tum provides a revenue estimate to determine the financial feasibility of establishing a bus system in Moscow. The elasticity studies will contribute to the full-spectrum analysis used to determine expected ridership of a public transit system for Moscow. The four factors to be considered include: • Review of the Idaho state public transportation ridership levels that currently are estimated to be about 1. 25 percent of total population. INSPIRE EXCELLENCE BY EXAMPLE Thursday, Octobe!: 11, 2001 412 Prop Addendum 01 (vj•) ---PAGE BREAK--- STRATEGIC INTELLIGENCE MEMO - • Development of case studies to refine the state average by identifYing ridership numbers at the comparable sites. • Survey results and route analysis to further define the probable estimates of the percent of the Moscow population likely to ride the bus. • Elasticity studies, described above, because expected ridership levels are price sensitive. Page 2 of3 5. Task 2: Regarding elements for reviewing results of the feasibility analysis: There are essentially two results of interest to the feasibility analysis: range of expected ridership; and range of fares. These two variables will provide the total revenue estimate. A basic cost model will be developed based on Wheatland Express bus service costs (if available). Then a comparison can be made between revenues and expenses to determine the operating surplus or deficit. The elements making up these results will be identified in the draft report delivered in February so that all study assumptions can be reviewed. 6. Task 2: Regarding Pullman as a comparison model: The selection of the comparable bus systems will be negotiated once a contract is signed. The list in the RFP is only to provide the types of systems that you may wish to consider. It is important that the study use comparables with relevance to Moscow and the users of the study. 7. Task 2: Regarding Cook Q4: One of the more important determinants to the success of a fixed-transit system is the selection of routes. The selection of routes is a function of both destination nodes and residential nodes. The proposal does not contemplate the work necessary to determine the actual routes. The demographic analysis requires detail by census track to identify the neighborhoods that would most benefit from a fixed-route system. Additionally, a concerted effort will be important to develop a public-private partnerships with major employers and shopping destinations to encourage ridership. Finally, it will be important to work with the city and county planning staffs to design ordinances to encourage development that takes advantage of the fixed route system and enhances the destination alternatives for people riding the system. Furthermore, a fixed route system works best when it is designed within a comprehensive plan that provides a coordinated policy to support the system. The decisions on routes, the support of the business and university community, and the future development patterns of the community will all affect the success of a fixed transit system. The preliminary feasibility analysis will be making a number of assumptions concerning these future deliberations. It is to these issues that the disclaimer applies. 8. Task 2: Regarding relevant stakeholders. We will rely on the City of Moscow and on the public outreach process to identify the relevant stakeholders to this process. Phone contacts will be made with key organizations and persons to solicit ideas, opinions and information that would enhance the study. It is hoped that a meeting with these stakeholders could be arranged with the consultants during their site visit to Moscow. Finally, these groups would be invited to submit written comments on the study draft, which would be appended to or reflected in the final report. ANSWERS THAT GUIDE BUSINESS DECISIONS Page 2 of3 [EMAIL REDACTED] [PHONE REDACTED] ---PAGE BREAK--- STRATEGIC INTEII GENCE MEMO 9. Task 3: Regarding the choice of agencies to be targeted: Page 3 of3 a. The Federal Transit Administration is the first agency to start the federal funding search as it has grants for capital (Section 5309) and grants for operating subsidies (section 5307). b. · Under The Transportation Equity Act of 1998 (STP) it is possible to use some highway funds for public transit that needs to be coordinated with the State. These flex funds are primarily for capital and for air quality abatement. c. From the contacts developed with the staffof FTA and FHWA the search will expand to include other federal programs. d. At the state level, lTD administers grants for public transit studies, capital improvements and operating subsidies, which are funded through the FT A Section 8 and Section 26. e. The state funds an annual account of $320,000 from the sale of state property for a vehicle investment program. Beyond this the state does not have an active program. However, there may be legislation introduced this winter to provide a funding mechanism for public transit. The bill has not been released yet so the details are unknown. f At the local level there are two basic ways to fund the public transit system. • City operating budget • Dedicated taxation revenue source. The consultants have not reviewed the state law (Title 40 Chapter 21) in regards to the City of Moscow's ability to raise money through local option taxation (resort designation) or revenue bonds for a public transit system. I 0. The City Manager I Planner will serve as primary contact to Strategic Intelligence throughout the contract process. An assistant or intern in the Manager's office will support the contacting of City and local sources of secondary data, and the coordination of City data for input into the project. 11. Tasks 4, 5: As described in the RFP, there will be at least two in-person meetings per Task with staff (see timeline), and other telephone meetings, as needed. 12. Task 4, 5: The final report will include a summary of information gathered in the public outreach meeting involving a "stations" format. 13. Task 4, 5: With the potential delay of one week in the contract initiation, all dates stated in the timeline on page 8 of the Proposed Plan ofWorkwill be shifted to one week later. Any further delays would shift dates commensurately. All dates on the timeline assume prompt tum-around from all parties. 14. Timeline: The draft report will be delivered April 15; The final report will be delivered May 15. Other dates in the timeline will shift accordingly, and will be negotiated independent of this contract between CITY and CONSULT ANT. INSPIRE EXCELLENCE BY EXAMPLE 412 Prop Addendum 02 (vjs) ---PAGE BREAK--- ATTACHMENT NO.2 CONSULTANT AGREEMENT SPECIFICATIONS L STANDARD OF PERFORMANCE CONSULTANT agrees that all work performed under AGREEMENT will be performed professionally in accordance with CITY and other appropriate standards. When the work is of a nature that requires checking, the checking shall be performed by a qualified person other tban the one who performed the work. II. PROFESSIONAL SERVICES AUTHORIZATION 1. A written PROFESSIONAL SERVICES AUTHORIZATION (PSA) will be issued by CITY to authorize CONSULTANT to proceed with a specific portion of the work under this AGREEMENT. The number of PSAs required to accomplish all the work under this AGREEMENT is one to several. Each PSA will authorize a maximum dollar amount and specifY the timeline(s) for which the PSA represents. CITY assumes no obligation of any kind for expenses incurred by CONSULT ANT prior to the issuance of the PSA; for any expenses incurred by CONSULTANT for services performed outside the work authorized by the PSA; and for any dollar amount greater than authorized by the PSA. 2. The work of this AGREEMENT will be divided into timelines, each governed by a separate PSA. It is not necessary for a PSA to be completed prior to the issuance of the next PSA. CONSULT ANT shall not perform work which has not been authorized by a PSA. When the money authorized by a PSA is nearly exhausted, CONSULT ANT shall inform the Administrator of the need for the next PSA. The Administrator must concur with CONSULT ANT prior to the issuance of the next PSA. III. PROGRESS REPORT CONSULTANT shall submit to CITY a progress report. The progress report and schedule update will be submitted by the tenth of each month following the month being reported or as agreed upon in the proposed plan of work. The Agreement Administrator will review the progress report and submit approved billings for payment within two weeks of receiving report. IV. MISCELLANEOUS PROVISIONS A. CHANGES IN WORK ATTACHMENT 2 Page I of6 ---PAGE BREAK--- All changes in work shall conform to one or more of the following conditions and in no instance shall such change in work be undertaken without written order or written approval of CITY. L Increase in the work required by CITY due to unforeseen circumstances. 2. Revision in the work required by CITY subsequent to acceptance of such work at the appropriate conference or after revision of such work as outlined at said conference. 3. Items of work which are beyond the scope of intent of this AGREEMENT and pre-approved by CITY. 4. Reduction in the work required by CITY due to unforeseen circumstances. An increase in compensation shall not result from underestimating the complexity of the work. Adjustment in compensation for either an increase or reduction in work shall be on a negotiated basis arrived at by mutual agreement between CITY and CONSULT ANT. During such negotiations CITY may examine the documented payrolls, transportation and subsistence costs paid employees actively engaged in the performance of a similar item or items of work on the project, and by estimated overhead and profit from such similar items or items of work. Said mutual agreement for a negotiated increase or reduction in compensation shall be determined prior to commencement of operations for an increase in a specific item or items of work. In the case of CITY order for nonperformance a reduction in the specific item or items of work will be made as soon as circumstances permit. In the event that a mutual agreement is not reached in negotiations for an increase in work, CITY will use other methods to perform such item or items of work. The mutually agreed amount shall be covered by a Supplemental Agreement and shall be added to or subtracted from the total amount of the original AGREEMENT. Adjustment of time to complete the work as may pertain to an increase or a reduction in the work shall be arrived at by mutual agreement of CITY and CONSULT ANT after study of the change in scope of the work. B. DELAYS AND EXTENSIONS 1. Extensions of time may be granted for the following reasons: ATTACHMF.Nf 2 a. Delays in major portions of the work caused by excessive time used in processing of submittals, delays caused by CITY, or other similar items which are beyond the control of CONSULT ANT. b. Additional work ordered in writing by CITY. Page2of6 ---PAGE BREAK--- 2. Extensions of time will not be granted for the following reasons: a. Underestimating complexity of work. b. Redoing work rejected by CITY. C. TERMINATION CITY may terminate or abandon this AGREEMENT at any time, without further obligation, upon giving notice of termination hereof as hereinafter provided, for any of the following reasons: 1. Evidence that progress is being delayed consistently below the progress indicated in a schedule of operations given to CITY at meetings and conferences herein provided for. 2. Continued submission of sub-standard work. 3. Violation of any of the terms of conditions set forth in the AGREEMENT, other than for the reasons set forth in 1 and 2 above. 4. At the convenience of CITY. Prior to giving notice of termination for the reasons set forth in 1 and 2 above, CITY shall notifY CONSULTANT in writing of any deficiencies or default in the performance of the terms of this AGREEMENT, and said CONSULTANT shall have ten (1 0) days thereafter in which to correct or remedy any such default or deficiency, and upon their failure to do so within said ten (10) days, or for the reasons set forth in 3 above, such notice of termination in writing shall be given by CITY. Upon receipt of said notice CONSULT ANT shall immediately discontinue all work and service unless directed otherwise, and shall transfer all documents pertaining to the work and services covered under this AGREEMENT, to CITY. Upon receipt by CITY of said documents, payment shall be made to CONSULTANT as provided herein for all acceptable work and services. D. DISPUTES Should any dispute arise as to performance or abnormal conditions affecting the work, such dispute shall be referred to the Community Development Director of the City of Moscow, Idaho or the Community Development Director's duly authorized representative(s) for determination. E. ACCEPTANCE OF WORK ATTACHMENT 2 Page 3 of6 ---PAGE BREAK--- 1. CONSULT ANT warrants that all work submitted shall be in accordance with good professional practices and shall meet tolerances of accuracy required by CITY practices and procedures. 2. Acceptance of the work shall not constitute a waiver of any of CITY'S rights under this AGREEMENT or in any way relieve CONSULT ANT of any liability under their warranty or otherwise. 3. Acceptance of work will occur at phases appropriate to the terms of the AGREEMENT and level of detail required by CITY in its project development procedures. F. OWNERSHIP OF DOCUMENTS All material acquired or produced by CONSULTANT in conjunction with the preparation of the plans, study, or report, shall become the property of, and be delivered to, CITY without restrictions or limitations of their further use. However, in any case, CONSULT ANT has the right to make and retain copies of all data and documents for project files. G. INDEMNITY Concerning claims of third parties, CONSULTANT and CITY, to the extent CITY may do so, will indemnifY, save hannless and defend each other from the damages of and against any and all suits, actions, claims or losses of every kind, nature and description, including costs, expenses and reasonable attorney fees that may be incurred by reason of any negligent act, error or omission of CONSULT ANT or CITY in the prosecution of the work which is the subject of this AGREEMENT. Concerning claims of CITY, CONSULTANT shall assume the liability and responsibility for negligent acts, errors or omissions caused by CONSULTANT or their agents or employees to the design, preparation of plans and/or specifications, or other assignments completed under this AGREEMENT, to the standards accepted at the time of the Final Design Review, other established review periods, and until one year after the project construction has been completed. CITY shall have until that time to bring a claim for loss against CONSULTANT. H. INSURANCE CONSULTANT, certifYing it is an independent contractor licensed in the State of Idaho, shall acquire and maintain comprehensive general liability insurance in the amount of$500,000.00 per occurrence, professional liability insurance in the amount of$1,000,000.00 per occurrence, and worker compensation insurance in accordance with Idaho Law. The professional liability insurance coverage shall remain in force and effect for a minimum of one year after acceptance of the work by CITY. CONSULTANT shall provide CITY with certificates of insurance within ten (10) days of the Notice to Proceed. ATTACHMENT 2 Page 4 of6 ---PAGE BREAK--- I. LEGAL COMPLIANCE CONSULTANT at all times shall observe and comply with all Federal, State and local laws, by-laws, safety laws, and any and all codes, ordinances and regulations affecting the work in any manner. CONSULT ANT agrees that any recourse to legal action pursuant to this AGREEMENT shall be brought in the District Court of the State of Idaho, situated in Latah County, Idaho. J. SUBLETTING The services to be performed under this AGREEMENT shall not be assigned, sublet, or transferred except by written consent of CITY. Written consent to sublet, transfer or assign any portions of the work shall not be construed to relieve the Consultant of any responsibility for the fulfillment of this AGREEMENT or any portion thereof. K. PERMITS AND LICENSES CONSULT ANT shall procure all permits and licenses, pay all charges, fees, and taxes and give all notices necessary and incidental to the due and lawful prosecution of the work. L. CIVIL RIGHTS ACT During the performance of work covered by this AGREEMENT, CONSULTANT for themselves, their assignees and successors in interest agree as follows: 1 . Compliance With Regulations. CONSULT ANT shall comply with all regulations of the United States Department of Transportation relative to Civil Rights, with specific reference to Title 49 CFR Part 21, and Title VI of the Civil Rights Act of 1964 as amended. 2. Nondiscrimination. CONSULT ANT, with regard to the work performed by them during the term of this AGREEMENT, shall not in any way discriminate against any employee or applicant for employment; subcontractor or solicitations for subcontract including procurement of materials and equipment; or any other individual or firm providing or proposing services based on race, color, sex, national origin, age or non-job related handicap. 3. Solicitations for Subcontracts, Including Procurement of Materials and Equipment. ATTACHMENT 2 In all solicitations, either by bidding or negotiation, made by CONSULT ANT fur work or services performed under subcontract, including procurement of materials and equipment, each potential subcontractor or supplier shall be made aware by CONSULT ANT of the obligations of this AGREEMENT and to the Civil Rights requirements based on race, color, sex, national origin, age or non-job related handicap. Page 5 of6 ---PAGE BREAK--- 4. Information and Reports. CONSULTANT shall provide all information and reports required by regulations and/or directives and sources of information, and their facilities as may be determined by CITY or the appropriate Federal Agency. CONSULTANT will be required to retain all records for a period of three years after the final payment is made under the AGREEMENT. 5. Sanctions for Noncompliance. In the event CONSULTANT is in noncompliance with the Civil Rights provisions of this AGREEMENT, CITY shall impose such sanctions as it or the appropriate Federal Agency may determine to be appropriate. Withholding of payments to CONSULTANT until they have achieved compliance, and/or; Cancellation, termination or suspension of the AGREEMENT, in whole or in part. 6. Incorporation of Provisions. CONSULTANT shall include the provisions of paragraphs 1 through 5 in every subcontract of $25,000 or more, to include procurement of materials and leases of equipment unless exempt by regulations, orders, or directives pursuant thereto. CONSULTANT shall take such action with respect to any subcontract or procurement as CITY or the appropriate Federal Agency may direct as a means of enforcing such provisions, including sanctions for noncompliance. In the event CONSULT ANT becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, CONSULTANT may request CITY to enter into such litigation to protect the interest of CITY, and in addition, CONSULTANT may request the United States to enter into such litigation to protect the interest of the United States. M. INSPECTION OF COST RECORDS CONSULTANT shall maintain all books, documents, papers, accounting records and other evidence pertaining to costs incurred on the project. They shall make such data available for inspection, and audit, by duly authorized personnel, at reasonable times during the life of this AGREEMENT, and for a period of three years subsequent to date of final payment under this AGREEMENT, unless an audit has been announced or is underway; in that instance, records must be maintained until the audit is completed and any findings have been resolved. Failure to provide access to records may affect payment and may constitute a breach of contract. ATTACHMENT 2 Page 6 of6